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Exhibit 5.1
KIRKLAND & ELLIS
Partnerships Including Professional Corporations
200 East Randolph Drive
Chicago, Illinois 60601
312-861-2000
June 12, 2000
Navistar Financial Securities Corporation
2850 West Golf Road
Rolling Meadows, IL 60008
Re: Navistar Financial Securities Corporation
Navistar Financial Dealer Note Master Trust
Registration Statement No. 333-32960
We have acted as special counsel to Navistar Financial Securities
Corporation, a Delaware corporation (the "Company"), in connection with the
above-mentioned Registration Statement on Form S-3 filed with the Securities and
Exchange Commission (together with the exhibits and amendments thereto, the
"Registration Statement") in connection with the registration by the Company of
certain Dealer Note Asset Backed Certificates (the "Certificates") to be sold
from time to time in one or more series in amounts to be determined at the time
of sale and to be set forth in one or more Supplements (each, a "Prospectus
Supplement") to the Prospectus (the "Prospectus") included in the Registration
Statement.
As described in the Registration Statement, the Certificates will
be issued by Navistar Financial Dealer Note Master Trust (the "Master Trust").
The Master Trust was formed by the Company pursuant to a Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of June 8, 1995, as
amended, by and among the Company, Navistar Financial Corporation, a Delaware
corporation, as Servicer and The Bank of New York, as Master Trust Trustee. Each
series of Certificates will be issued pursuant to a supplement to the Pooling
and Servicing Agreement (a "Series Supplement").
In arriving at the opinion expressed below, among other things,
we have examined and relied, to the extent we deem proper, on (i) the Pooling
and Servicing Agreement (including the form of Certificates included as an
exhibit thereto), (ii) the form of the Series Supplement and (iii) the form of
the Underwriting Agreement to be executed by the Company and the representative
of the several underwriters (the "Underwriters") to be parties thereto (the
"Underwriting Agreement").
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Navistar Financial Securities Corporation
June 12, 2000
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Subject to the assumptions, qualifications, and limitations
identified in this letter, and assuming the aforementioned documents are duly
executed and delivered in substantially the form we have examined, we hereby
advise you that in our opinion after the Requisite Preliminary Actions
identified below have been taken, the Certificates will have been validly issued
and will be fully paid and non-assessable.
The term "Requisite Preliminary Actions" means: (i) the approval
by the Company's Board of Directors of resolutions authorizing the Company to
execute and deliver the Underwriting Agreement, to take the actions necessary to
obtain issuance of the Certificates under the Pooling and Servicing Agreement
and to sell the Certificates in accordance with the terms of the Underwriting
Agreement and to take the other actions contemplated by the Pooling and
Servicing Agreement and the Underwriting Agreement; (ii) the issuance by any
committee, group or executive of such authorization as may be required by the
resolutions contemplated in clause (i) as requisite to any of the actions cited
in clause (i); and (iii) the sale of the Certificates by the Company in
accordance with the terms of the Underwriting Agreement and the payment to the
Company of the consideration for the Certificates prescribed by the Underwriting
Agreement.
For purposes of this letter, once the Underwriters have paid for
the Certificates pursuant to the Underwriting Agreement, the Certificates will
be considered "fully paid and nonassessable."
Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of the State of Illinois. We advise you that
issues addressed by this letter may be governed in whole or in part by other
laws, but we express no opinion as to whether any relevant difference exists
between the laws upon which our opinions are based and any other laws which may
actually govern. For purposes of our opinions we have assumed without
independent investigation that factual information supplied to us for purposes
of our opinions is complete and accurate.
We consent to the filing of both this letter and the letter filed
as Exhibit 8.1 of the Registration Statement as exhibits to the Registration
Statement and to the reference to this firm under the caption titled "Legal
Matters" in the prospectus which is part of the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
